Credit Suisse International

Transcription

1 SERIES PROSPECTUS Single Platform Investment Repackag ging Entity SA (a public limited liability company (société anonyme) incorporated under the laws of Luxembourg with registered office at 51, avenue John F. Kennedy, L-1855 Luxembourg, having a share capital of EUR31,000, and duly registered with the Registre de Commerce et des Sociétés, Luxembourg with number B206430) ( SPIRE ) acting in respect of its Compartment Issue of Series EUR 10,000,000 Floating Rate Secured Repackaged Notes due 2034 under the Secured Note Programme This document is a series prospectus (the Series Prospectus ), which contains information relating to the above notes (the Notes ) issued by SPIRE acting in respect of its Compartment (the Issuer ). The Series Prospectus should be read in i conjunctionn with all documents which are incorporated by eference in the Documents Incorporated by Reference section herein, including the relevant sections of the base prospectuss dated 14 December 2016 and the supplemental base prospectus dated 7 April 2017 which together constitute a base prospectus (the Basee Prospectus ) relating to the Secured Note Programme (the Programme ) of SPIRE. Unless defined herein, terms defined in the Base Prospectus have the same meanings in this Series Prospectus. This Serieses Prospectuss constitutes a prospectuss for the purposes of Directive 2003/71/EC, as amended (the Prospective Directive ). This Series Prospectuss has been approved by the Central Bank of Ireland (the Centrall Bank ), as competent authority under the Prospectus Directive. The Central Bank only approves this Series Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange plc (the Irish Stock Exchange ) for the Notes to be admitted to the Official List of the Irish Stock Exchange (the Official List ) and trading on its regulated market (the Main Securities Market ). There can be no assurance that any such listing will be obtained, or if obtained, will be maintained. References in this Series Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Main Securities Market and have been admitted to the Official List. The Main Securities Market is i a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes are not rated. Prospective purchasers should have regard to the risk factors described and referred to under the section of this Series Prospectuss entitled Risk Factors and, in particular, to the limited recourse nature of the Notes and the fact that the Issuer is a special purpose vehicle. Dealer Credit Suisse International The date of this Series Prospectus is 26 May 2017

2 TABLE OF CONTENTS RISK FACTORS...4 DOCUMENTS INCORPORATED BY REFERENCE...5 PRICING TERMS...6 FORM OF CONFIRMATION OF ASSET SWAP TRANSACTION...14 TAXATION...20 SUBSCRIPTION AND SALE...21 GENERAL INFORMATION...22 i

3 This Series Prospectus comprises a prospectus for the purposes of Article 5 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable prospective purchasers to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Series Prospectus. To the best of the Issuer s knowledge (having taken all reasonable care to ensure that such is the case) the information contained in this Series Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ( EEA ). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU(as amended, MiFID II ); (ii) a customer within the meaning of Directive 2002/92/EC ( IMD ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive ). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation ) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The information contained in this Series Prospectus is supplemental to, and should be read in conjunction with, the Base Prospectus (see the section entitled Documents Incorporated by Reference below). This Series Prospectus includes particulars for the purpose of giving information with regard to the issue by the Issuer of the Notes. No person has been authorised to give any information or to make any representation other than those contained in this Series Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Dealer (as specified in the Pricing Terms contained in this Series Prospectus). Neither the delivery of this Series Prospectus nor any sale of Notes made in connection therewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date of this Series Prospectus or the date upon which this Series Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date of this Series Prospectus or the date upon which this Series Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme or the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The language of this Series Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under the applicable law. Any websites referred to herein do not form part of this Series Prospectus. The distribution of this Series Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Series Prospectus comes are required by the Issuer and the Dealer to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act ) and are issued in bearer form that are subject to U.S. tax law requirements. Notes may not at any time be offered, sold or, where relevant, delivered within the United States or to, or for the account or benefit 1

4 of, any person who is (a) a U.S. person (as defined in Regulation S under the Securities Act); (b) a U.S. person (as defined in the credit risk retention regulations issued under Section 15G of the U.S. Securities Exchange Act of 1934) or (c) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding for purposes of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons). Any purchasers of the Notes (including purchasers following the issue date of such Notes) shall be deemed to give the representations, agreements and acknowledgments specified in the Conditions of such Notes, including a representation that it is not, nor is it acting for the account or benefit of, a person who is (a) a U.S. person (as defined in Regulation S under the Securities Act); (b) a U.S. person (as defined in the credit risk retention regulations issued under Section 15G of the U.S. Securities Exchange Act of 1934) or (c) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding for purposes of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons). For a description of certain restrictions on offers and sales of Notes and on distribution of this Series Prospectus, see the section headed Subscription and Sale in this Series Prospectus. SPIRE has not been nor will be registered under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act ). This Series Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealer to subscribe for, or purchase, any Notes. The Dealer has not separately verified the information contained in this Series Prospectus. The Dealer makes no representation, express or implied, or, to the fullest extent permitted by law, accepts no responsibility, with respect to the accuracy or completeness of any of the information in this Series Prospectus or for any other statement made or purported to be made by the Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Series Prospectus or any such statement. Prospective purchasers of Notes should have regard to the factors described under the section headed Risk Factors in this Series Prospectus. This Series Prospectus does not describe all of the risks of an investment in the Notes. Neither this Series Prospectus nor any financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer or the Dealer that any recipient of this Series Prospectus or any other financial statements should purchase the Notes. Prospective purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the security arrangements and the Notes as they deem appropriate to evaluate the merits and risks of an investment in the Notes. Prospective purchasers of Notes should have sufficient knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in this Series Prospectus and the merits and risks of investing in the Notes in the context of their financial position and circumstances. The Dealer does not undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Series Prospectus or the term of any Notes issued or to advise any purchaser or prospective purchaser in the Notes of any information coming to the attention of the Dealer. The risk factors identified in this Series Prospectus are provided as general information only and the Dealer disclaims any responsibility to advise purchasers of Notes of the risks and investment considerations associated therewith as they may exist at the date hereof or as they may from time to time alter. 2

5 Capitalised terms used but not otherwise defined herein or in the Base Prospectus have the meaning given to them in the Pricing Terms contained in this Series Prospectus. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND ARE ISSUED IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. NO PERSON HAS REGISTERED NOR WILL REGISTER AS A COMMODITY POOL OPERATOR OF THE ISSUER UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936 AS AMENDED AND THE RULES OF THE COMMODITY FUTURES TRADING COMIISION ( CFTC ) THEREUNDER. THE NOTES MAY NOT AT ANY TIME BE OFFERED, SOLD OR, WHERE RELEVANT, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND REGULATIONS THEREUNDER). CONSEQUENTLY, THE NOTES MAY NOT AT ANY TIME BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION (AS SUCH TERM IS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT ( REGULATION S )) AND (B) TO PERSONS THAT ARE (I) NOT U.S. PERSONS (AS DEFINED IN REGULATION S), (II) NOT U.S. PERSONS (AS DEFINED IN THE CREDIT RISK RETENTION REGULATIONS ISSUED UNDER SECTION 15G OF THE U.S. SECURITIES EXCHANGE ACT OF 1934) AND (III) NON-UNITED STATES PERSONS (AS DEFINED IN RULE 4.7 UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, BUT EXCLUDING FOR PURPOSES OF SUBSECTION (D) THEREOF, THE EXCEPTION TO THE EXTENT THAT IT WOULD APPLY TO PERSONS WHO ARE NOT NON-UNITED STATES PERSONS) (ANY PERSON SATISFYING EACH OF (I) TO (III) IMMEDIATELY ABOVE, A PERMITTED PURCHASER ). IF A PERMITTED PURCHASER ACQUIRING NOTES IS DOING SO FOR THE ACCOUNT OR BENEFIT OF ANOTHER PERSON, SUCH OTHER PERSON MUST ALSO BE A PERMITTED PURCHASER. THIS SERIES PROSPECTUS HAS BEEN PREPARED BY THE ISSUER (A) FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE OF THE UNITED STATES TO PERMITTED PURCHASERS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S AND (B) FOR THE LISTING AND ADMISSION TO TRADING OF THE NOTES ON THE MAIN SECURITIES MARKET. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF ANY SECURITIES PURSUANT TO THIS PROGRAMME OR THE ACCURACY OR THE ADEQUACY OF THIS SERIES PROSPECTUS OR ANY OTHER AUTHORISED OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 3

6 RISK FACTORS Prospective purchasers of Notes should read the corresponding section of the Base Prospectus set out in pages 17 to 54 of the Base Prospectus. 4

7 DOCUMENTS INCORPORATED BY REFERENCE This Series Prospectus should be read and construed in conjunction with: 1 The Base Prospectus which, except for the following sections, shall be deemed to be incorporated in, and form part of, this Series Prospectus: (i) (ii) Appendix 1 Form of Final Terms (pages 200 to 208 inclusive); and Appendix 2 Form of Pricing Terms (pages 209 to 219 (inclusive). The non-incorporated sections of the Base Prospectus are either not relevant for purchasers in the Notes or are covered elsewhere in this Series Prospectus. A copy of the base prospectus dated 14 December 2016 forming part of the Base Prospectus can be found at: A copy of the supplemental base prospectus dated 7 April 2017 forming part of the Base Prospectus can be found at: 2 For the purposes of this Series Prospectus, references in the Base Prospectus to the applicable Pricing Terms or Accessory Conditions (including, for the avoidance of doubt, within the sections thereof incorporated by reference and forming part of this Series Prospectus) shall be to the provisions set out below under Pricing Terms. In the event of any inconsistency between (a) the Pricing Terms and this Series Prospectus and (b) the Conditions and the Base Prospectus, the Pricing Terms and this Series Prospectus will prevail. 3 The articles of association (statuts) of SPIRE dated 26 May 2016 (the Articles ). A copy of the Articles can be found at Each document above shall be incorporated in, and form part of this Series Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Series Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Series Prospectus. 5

8 PRICING TERMS [The remainder of this page is intentionally left blank] 6

9 Pricing Terms dated 26 May 2017 Single Platform Investment Repackag ging Entity SA (a public limited liability company (société anonyme) incorporated under the laws of Luxembourg with registered office at 51, avenue John F. Kennedy, L-1855 Luxembourg, having a share capital of EUR31,000, and duly registered with the Registre de Commerce et des Sociétés, Luxembourg with number B206430) ( SPIRE ) acting in respect of its Compartment Issue of Series EUR 10,000,000 Floating Rate Secured Repackaged Notes due 2034 under the Secured Note Programme PART A - CONTRACTUAL TERMS Terms used and not defined herein shall have the meaning given to such terms in the Master Conditions set forth in the base prospectus dated 14 December 2016 as supplemented by the supplemental base prospectus dated 7 April 2017 which together constitute a base prospectus (the Base Prospectus ) for the purposes of Directive 2003/71/EC, as amendedd (the Prospectus Directive ). For the purpose of these Pricing Terms, references to Accessory Conditions in the Base Prospectuss shall be read and construed as references to Pricing Terms in respect of the Notes. This document constitutes the Pricing Terms of the Notes described herein. This document does not constitute Final Terms of the Notes for the purposes of Article 5.4 of the Prospectuss Directive. The Base Prospectus has been published on the website of the Central Bank of Ireland ( and the Irish Stock Exchange ( By purchasing the Notes, the Noteholders hereby ratify the selection of each member of the board of directors of SPIRE, as identifiedd in the Base Prospectus, and confirm that such ratification is being made without selection or control by Credit Suisse International or any of its affiliates. The Notes issued by the Issuer will be subject to the Master Conditions and also to the following terms (such terms, together with any schedules or annexes hereto, the Pricing Terms ) in relation to the Notes. GENERAL 1 Issuer: 2 (i) Series Number: Single Platform Investment Repackaging Entity SA, acting in respect of its Compartment A separate compartment has been created by the Board in respect of the Notes ( Compartme ent ). Compartment is a separate part of SPIRE s assets and liabilities. The Collateral (relating to the Notes) is exclusively available to satisfy the rights of the Noteholders (in accordance with the terms and conditions set out in these Pricing Terms) and the rights of the other Secured Creditors whose claims have arisen at the occasion of the creation, the operation or the liquidation of Compartment t , 7

10 (ii) Tranche Number: 1 3 Specified Currency: Euro ( EUR ) 4 Aggregate principal amount of Notes: (i) Series: 10,000,000 (ii) Tranche: 10,000,000 as contemplated by the articles of association (statuts) of SPIRE dated 26 May Issue price: 100 per cent. of the aggregate principal amount of Notes 6 (i) Specified Denominations: EUR 200,000 (ii) Calculation Amount: EUR 200,000 7 (i) Issue Date: 26 May 2017 (ii) Interest Commencement Date: Issue Date 8 Maturity Date: 9 June Business Days applicable to Maturity Date: London and TARGET 10 Standard Terms: Applicable 11 Interest Basis: Floating Rate 12 Talons for future Coupons to be attached to Definitive Bearer Notes (and dates on which such Talons mature): (Further particulars specified, as applicable, in paragraphs 21, 22 and 23 of these Pricing Terms) Not Applicable 13 Redemption/Payment Basis: Redemption at Final Redemption Amount, subject to the other provisions herein. 14 Date Board approval for issuance of Notes obtained: 24 May Transaction Documents: As per Master Conditions 16 Transaction Parties: As per Master Conditions MORTGAGED PROPERTY 17 Mortgaged Property: (i) Original Collateral: The Original Collateral shall comprise GBP 8,500,000 in principal amount of an issue by Électricité de France SA of senior unsecured bonds due 2 June 2034 identified below: Original Collateral Obligor: Électricité de France SA Address: Avenue de Wagram Country of Incorporation: Paris Cedex 08, France France 8

11 (ii) Original Collateral Obligor Reference Date: Business Activities: Listed on the following stock exchanges/admitted to trading on the following regulated or equivalent markets: Asset: ISIN: Power generation Euronext Paris FR Bloomberg Ticker: EDF /02/34 Coupon: per cent. Maturity: 2 June 2034 Currency: Governing Law: Senior/Subordinated: 5 May 2017 GBP France Senior unsecured (iii) Purchase of Original Collateral: The Issuer will purchase the Original Collateral from the Vendor on the Issue Date pursuant to the Collateral Sale Agreement. (iv) Substitution of Original Collateral: Not Applicable (v) Swap Agreement: Applicable (vi) Swap Counterparty: Credit Suisse International (vii) Swap Guarantor: Not Applicable (viii) Credit Support Annex: Applicable - Payable by Issuer and Swap Counterparty (ix) Replacement Swap Counterparty Mechanics: Applicable (x) Repo Agreement: Not Applicable (xi) Repo Counterparty: Not Applicable 18 Additional Security Documents: Not Applicable 19 Security: As per Master Conditions 20 Application of Available Proceeds: As per Master Conditions PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 21 Fixed Rate Note Provisions: Not Applicable 22 Floating Rate Note Provisions: Applicable (i) Interest Payment Dates: 9 June in each year, with the first such date being 9 June 2018 and the last such date being 9 June (ii) Interest Period End Dates: 9 June in each year, with the first such date being 9 June 2018 and the last such date being 9 June (iii) Business Days applicable to Interest London and TARGET 9

12 (iv) (v) (vi) Payment Dates and Interest Period End Dates: Business Day Convention applicable to Interest Period End Dates: Manner in which the Rate(s) of Interest is/are to be determined: Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s): (vii) ISDA Rate: No Adjustment ISDA Rate as per Master Conditions, provided that if the ISDA Rate as adjusted in accordance with Condition 7(f) (Margin) in respect of an Interest Period is determined to be (i) less than 2.35 per cent. per annum, such Rate of Interest for such Interest Period shall be 2.35 per cent. per annum or (ii) more than 6.00 per cent. per annum, such Rate of Interest for such Interest Period shall be 6.00 per cent. per annum. Calculation Agent, as per Master Conditions Floating Rate Option: EUR-ISDA-EURIBOR Swap Rate-11:00, with the modifications that (i) references to Reuters Screen ISDAFIX2 Page shall be to Reuters Screen ICESWAP2 Page and (ii) if such rate does not appear on the Reuters Screen ICESWAP2 Page, the rate for that Reset Date will be determined by the Calculation Agent acting in a commercially reasonable manner. Designated Maturity: 10 years Reset Date: The first day of each Interest Period ISDA Definitions: As defined in the Master Conditions (viii) Linear Interpolation: Not Applicable (ix) Margin(s): 0 per cent. per annum (x) Day Count Fraction: 30/360 (xi) Interest Determination Date: As defined in the Master Conditions 23 Variable-linked Interest Rate Note Provisions: Not Applicable 24 Default Interest: As per Master Conditions 25 U.S. Withholding Note/U.S. source interest: No PROVISIONS RELATING TO REDEMPTION 26 Specified Final Redemption Amount of each Note: 100% of the Specified Denomination 27 Early Redemption Amount of each Note: As defined in the Master Conditions 28 Liquidation: As per Master Conditions FURTHER TERMS 29 Further terms: Not Applicable FORM OF NOTES AND AGENTS 10

13 30 Form of Notes: Bearer Notes: 31 Applicable TEFRA exemption: TEFRA D 32 New Global Note: No 33 Reference Business Day: London and TARGET 34 Trustee, Agents, Custodian, Vendor: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes in the limited circumstances specified in the Conditions. (i) Trustee: HSBC Corporate Trustee Company (UK) Limited (ii) Calculation Agent: Credit Suisse International One Cabot Square London E14 4QJ United Kingdom (iii) Custodian: HSBC Bank plc (iv) Disposal Agent: Credit Suisse International One Cabot Square London E14 4QJ United Kingdom (v) Issuing and Paying Agent: HSBC Bank plc (vi) Additional Paying Agent(s): Not Applicable (vii) Registrar: (viii) Transfer Agent(s): Not Applicable Not Applicable (ix) Vendor Credit Suisse Securities (Europe) Limited DETAILS RELATING TO THE CREDIT SUPPORT ANNEX 35 Base Currency: EUR One Cabot Square London E14 4QJ United Kingdom 36 Eligible Currency: Each Major Currency 37 Delivery Floor: Applicable 38 Eligible Credit Support (VM): Subject to Paragraph 9(e) of the Credit Support Annex, if applicable, and each Credit Support Eligibility Condition (VM) applicable to it specified in Paragraph 11 of the Credit Support Annex, the Eligible Credit Support (VM) for the party specified (as the Transferor) shall be: Eligible Credit Support (VM) for Party A Description: Valuation Percentage: Cash in an Eligible 100% 11

14 Currency Assets or property of the same type and description as those specified in these Pricing Terms as forming part of the Original Collateral Transferable debt instruments issued by the United States of America, the Republic of France, the Federal Republic of Germany, the Kingdom of Belgium, the United Kingdom of Great Britain and Northern Ireland, the Swiss Confederation or Japan Transferable debt instruments issued by the Republic of Italy, the Kingdom of Spain Transferable debt instruments issued by the Original Collateral Obligor 85% 95% 85% 85% Eligible Credit Support (VM) for Party B Description: The assets or property specified in these Pricing Terms as forming part of the Original Collateral Valuation Percentage: 85% 39 Minimum Transfer Amount for Party A: EUR 100, Minimum Transfer Amount for Party B: EUR 100, Valuation Date: Each Reference Business Day (as defined in the Master Conditions) from and including 2 June 2017 DISTRIBUTION 42 Dealer: Credit Suisse International 43 Additional selling restrictions: Not Applicable 44 Method of distribution: Non-syndicated 12

15 1 LISTING: PART B - OTHER INFORMATION (i) Listing and admission to trading: Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and for the Notes to be admitted to trading on its Main Securities Market. (ii) 2 RATINGS: Ratings: Estimate of total expenses related to admission to trading: 3 USE OF PROCEEDS: Use of proceeds: EUR 3,290 The Notes are not rated. As per Base Prospectus Use of initial payment due from any Swap Counterparty under the Swap Agreement and any Repo Counterparty under the Repo Agreement: 4 OPERATIONAL INFORMATION: ISIN: As per Base Prospectus XS Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Intended to be held in a manner which would allow Eurosystem eligibility: 5 UNITED STATES TAX CONSIDERATIONS: Not Applicable Delivery free of payment The Notes are not Specified Notes for the purposes of Section 871(m). Not Applicable. For the avoidance of doubt, the Notes will not be Eurosystem eligible. 13

16 FORM OF CONFIRMATION OF ASSET SWAP TRANSACTION [The remainder of this page is intentionally left blank] 14

17 Swap Confirmation Date: 26 May 2017 To: From: Single Platform Investment Repackaging Entity SA, acting in respect of its Compartment ( SPIRE ) Credit Suisse International Re: Swap Transaction relating to SPIRE Series: Series EUR 10,000,000 Floating Rate Secured Repackaged Notes due 2034 (the Notes ) Dear Sirs, The purpose of this letter agreement (this Confirmation ) is to confirm the terms and conditions of the Transaction entered into between us on the first day on which this Confirmation has been signed by both Party A and Party B (the Transaction and such date the Signing Date ). This Confirmation constitutes a Confirmation as referred to in the ISDA 2002 Master Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions (the 2006 Definitions ), as published by the International Swaps and Derivatives Association, Inc. ( ISDA ), are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of and is subject to, the ISDA 2002 Master Agreement dated the Issue Date (the Agreement ) entered into between Credit Suisse International ( Party A ) and SPIRE ( Party B ) in relation to the Notes. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Capitalised terms used but not defined herein will have the meanings given to such terms in the Conditions of the Notes. In this Confirmation, references to the Conditions have the meaning given in the terms and conditions of the Notes. In the event of any inconsistency in defined terms, the term defined in the document appearing first in the following list shall govern: (1) the Conditions and (2) this Confirmation. The terms of the Transaction to which this Confirmation relates are as follows: 1 General Terms Trade Date: 5 May 2017 Effective Date: 26 May 2017 Termination Date: Calculation Agent: Business Days: Business Day Convention: Notwithstanding Section 3.7 of the 2006 Definitions, the parties agree that they have entered into the Transaction to which this Confirmation relates on the Signing Date. Maturity Date of the Notes Credit Suisse International London and TARGET (unless otherwise specified) Following (unless otherwise specified) 15

18 2 Floating Amounts Floating Amount Payer: Floating Amount Payer Payment Date(s): Floating Amount: Party A Each Interest Payment Date on which an Interest Amount is due and payable to a holder in respect of the Notes. An amount equal to the aggregate of each Interest Amount that is payable by Party B on the Interest Payment Date to which the Floating Amount Payer Payment Date relates in respect of the Notes then outstanding. 3 Fixed Amounts Fixed Amount Payer: Fixed Amount Payment Date(s): Fixed Amount: Party B Each date on which a scheduled payment of an interest amount is due to a holder of the Original Collateral in the period from and including the Effective Date to but excluding the Termination Date. For the purposes of determining a Fixed Amount Payment Date and the corresponding Fixed Amount, whether a payment date or amount is scheduled is to be determined by reference to the terms of the Original Collateral as at the Trade Date. In respect of a Fixed Amount Payment Date, an amount equal to the aggregate scheduled interest amounts due on the Original Collateral that Party B has agreed to purchase on or around the Issue Date in respect of the Notes, in each case assuming no deduction for or on account of any withholding tax, back-up withholding or other tax, duties or charges of whatever nature imposed by any authority of any jurisdiction. 4 Party A Final Exchange Party A Final Exchange Payer: Party A Final Exchange Date: Party A Final Exchange Amount: Party A The Maturity Date. An amount equal to the aggregate of each Final Redemption Amount that is payable by Party B on the Maturity Date in respect of the Notes then outstanding. 5 Party B Final Exchange Party B Final Exchange Payer: Party B Final Exchange Date: Party B Final Exchange Amount: Party B Each date on which a scheduled payment of principal is due to a holder of the Original Collateral in the period from and including the Effective Date to but excluding the Termination Date. In respect of a Party B Final Exchange Date, an amount 16

19 equal to the aggregate scheduled principal amounts due on the Original Collateral that Party B has agreed to purchase on or around the Issue Date in respect of the Notes, in each case assuming no deduction for or on account of any withholding tax, back-up withholding or other tax, duties or charges of whatever nature imposed by any authority of any jurisdiction. For the purposes of determining a Party B Final Exchange Date and the corresponding Party B Final Exchange Amount, whether a payment date or amount is scheduled is to be determined by reference to the terms of the Original Collateral as at the Trade Date. 6 Party A Interim Exchange Amounts Party A hereby agrees to pay to Party B, on each periodic date agreed between the parties (each a Party A Interim Exchange Date ), an amount agreed between the parties to be equal to the ongoing periodic Transaction Specific Costs of Party B in connection with the Notes (each a Party A Interim Exchange Amount ). 7 Termination Amounts Where an Early Termination Amount is to be calculated in respect of this Transaction in accordance with Section 6 of the Agreement, notwithstanding any other provision of the Agreement, such calculation shall: (a) (b) (c) (d) (e) not take into account the related early redemption of the Notes in calculating the Floating Amounts or the Party A Final Exchange Amount; take into account the Party A Interim Exchange Amount agreed in respect of the Early Termination Date, which shall be treated as a Party A Interim Exchange Date, but shall not take account of any Party A Interim Exchange Amounts that may have occurred following the Early Termination Date; assume that interest and principal, as applicable, will be payable in respect of the Notes until (and including) the Maturity Date of the Notes; assume that scheduled interest and principal, as applicable, will be payable on the Collateral until the scheduled maturity date of the Collateral; and not take into account any interest payable pursuant to Section 9(h)(ii)(1) of the Agreement in relation to any amount that would, but for Section 2(a)(iii), have become payable under this Transaction on or after an Early Redemption Trigger Date and on or prior to the Early Termination Date. 8 Account Details EUR Account details of Party A: Citibank NA, London Swift: CITIGB2L A/C of: Credit Suisse International Swift: CSFPGB2L A/C No:

20 GBP Account details of Party A: EUR Account details of Party B: GBP Account details of Party B: IBAN: GB40CITI HSBC Bank plc Swift: MIDLGB22 A/C of: Credit Suisse International Swift: CSFPGB2L A/C No: HSBC Bank plc Swift: MIDLGB22 A/C of: Single Platform Investment Repackaging Entity SA, acting in respect of its Compartment A/C No: Ref: SPIRE Series XS HSBC Bank plc Swift: MIDLGB22 A/C of: Single Platform Investment Repackaging Entity SA, acting in respect of its Compartment A/C No: Ref: SPIRE Series XS This Confirmation and any non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. 18

21 Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by facsimile. Yours faithfully CREDIT SUISSE INTERNATIONAL as Party A and Calculation Agent By: Name: Title: Confirmed on the date first above written: SINGLE PLATFORM INVESTMENT REPACKAGING ENTITY SA, ACTING IN RESPECT OF ITS COMPARTMENT as Party B By: Name: 19

22 TAXATION Prospective purchasers of Notes should read the corresponding section of the Base Prospectus set out in pages 189 to 192 of the Base Prospectus. 20

23 SUBSCRIPTION AND SALE Prospective purchasers of Notes should read the corresponding section of the Base Prospectus set out in pages 193 to 197 of the Base Prospectus. 21

24 GENERAL INFORMATION 1 The issue of the Notes was authorised by a resolution of the Board on 24 May Maples and Calder has been appointed by the Issuer to act as its listing agent in Ireland. 3 The base prospectus dated 14 December 2016 forming part of Base Prospectus is available on the following website: 4 The supplemental base prospectus dated 7 April 2017 forming part of the Base Prospectus is available on the following website: 5 The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg under Common Code The International Securities Identification Number for the Notes is XS The Issuer does not intend to provide post-issuance information in relation to the Notes or the Collateral (as described in the Conditions of the Notes). 7 Any websites included in the Base Prospectus or this Series Prospectus are for information purposes only and do not form part of the Base Prospectus or this Series Prospectus. 8 The Issuer has appointed Sanne Group (UK) Limited of 21 Palmer Street, London SW1H 0AD to receive, for it and on its behalf, service of process in any proceedings relating to the Notes in England pursuant to an appointment letter dated 26 May SPIRE is not involved in any governmental, legal or arbitration proceedings that may have, or have had since its incorporation, a significant effect on its financial position or profitability nor is SPIRE aware that any such proceedings are pending or threatened. 10 SPIRE was incorporated on 26 May 2016 and no financial statements have been made up since its date of incorporation. 22

25 Issuer Single Platform Investment Repackaging Entity SA (acting in respect of its Compartment ) 51, avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Trustee HSBC Corporate Trustee Company (UK) Limited 8 Canada Square London E14 5HQ United Kingdom Custodian and Issuing and Paying Agent HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Calculation Agent, Dealer, Swap Counterparty and Disposal Agent Credit Suisse International One Cabot Square London E14 4QJ United Kingdom Legal Advisers to the Dealer in respect of English law Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom to the Issuer in respect of Luxembourg law Allen & Overy SCS inscrite au Barreau de Luxembourg 33 avenue John F. Kennedy 1855 Luxembourg Grand Duchy of Luxembourg Listing Agent Maples and Calder 75 St. Stephen s Green Dublin 2 Ireland A